Eastman Kodak CEO and Chairman Compensation Agreement with Antonio M. Perez (May 2005)

Summary

This letter agreement outlines the compensation package for Antonio M. Perez upon his appointment as Chief Executive Officer of Eastman Kodak Company effective June 1, 2005, and as Chairman effective December 31, 2005. The agreement specifies his base salary, target bonuses, stock and option awards, and other compensation details, including vesting schedules and conditions tied to shareholder approval. The terms are set by the company's Executive Compensation and Development Committee and are subject to certain approvals and timeframes.

EX-10.2 3 exhibit102.txt EXHIBIT (10.2) Exhibit (10.2) May 10, 2005 Mr. Antonio M. Perez President and Chief Operating Officer Eastman Kodak Company 343 State Street Rochester, NY 14650 Dear Antonio: The purpose of this letter is to inform you that the Executive Compensation and Development Committee (the "Compensation Committee") of the Board of Directors of Eastman Kodak Company (the "Company") has approved the following compensation arrangements for you in connection with your election by the Board as Chief Executive Officer of the Company, effective June 1, 2005, and Chairman of the Board of the Company, effective December 31, 2005. Effective June 1, 2005, the following will apply: Wage Grade: 72 Base Salary: $1,100,000 Target EXCEL Cash Bonus Leverage: 155% of base salary Target Leadership Stock Allocation: 34,000 units for the 2006-2007 cycle Target Stock Option Allocation under Officer Stock Option Program: 72,000 non-qualified stock options for the 2005 officer stock option grant One-Time Cash Award: $150,000 One-Time Restricted Stock Award: 60,000 shares of restricted stock (assuming shareholder approval of the Company's new omnibus plan); 50% to vest on third anniversary of grant date and 50% to vest on fifth anniversary of grant date; deferral feature One-Time Stock Option Award: 300,000 non-qualified stock options (assuming shareholder approval of the Company's new omnibus plan); 7-year term; exercise price of fair market value on grant date; 1/3 to vest on each of first three anniversaries of grant date 2 May 10, 2005 Effective December 31, 2005, the following will apply: Wage Grade: 73 Target Leadership Stock Allocation: 50,000 units, commencing with the 2007-2008 cycle, subject to Compensation Committee approval of the allocation schedule Target Stock Option Allocation under Officer Stock Option Program: 100,000 non-qualified stock options, subject to Compensation Committee approval of the allocation schedule Congratulations on your promotion. I wish you continued success at the Company. Sincerely, /s/ Timothy M. Donahue Timothy M. Donahue Timothy M. Donahue, Chairman, Executive Compensation and Development Committee EASTMAN KODAK COMPANY 343 STATE STREET ROCHESTER, NEW YORK 14650 TEL ###-###-####